Common use of Representations, Warranties and Covenants of Trustee Clause in Contracts

Representations, Warranties and Covenants of Trustee. The Trustee hereby makes the following representations, warranties and covenants on which the other parties hereto, their respective permitted assignees and pledgees, each Holder (and beneficial owner of any portion of the related Certificate in connection with a Securitized Financing) and each Beneficiary may rely: (i) The Trustee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in each State identified in an Officer's Certificate of the Servicer delivered on the Effective Date. The Trustee shall promptly take or cause to be taken all such actions and execute and file or cause to be executed and filed all such instruments and documents, the cost of which shall be a Trust Expense, as may reasonably be required in order for the Trustee to qualify to do business and be in good standing in each other State identified in writing from time to time by a Beneficiary or the Servicer. (ii) The Trustee has full power, authority and right to execute, deliver and, assuming that the filings set forth on an Officer's Certificate of the Servicer delivered on the Effective Date are sufficient to allow the Trustee to act as a trustee with respect to the Trust Assets, perform this Agreement in all material respects and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (iii) This Agreement has been duly executed and delivered by the Trustee, and is a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms. (iv) Neither the execution and delivery of this Agreement or the other Trust Documents to which the Trustee is a party, the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default (with notice or passage of time or both) under any provision of any judgment, decree or order binding upon the Trustee or the certificate of incorporation or bylaws of the Trustee or any provision of any material indenture, contract, agreement or other instrument to which the Trustee is a party or by which it is bound. (v) The Trustee has not engaged, is not currently engaged and will not engage during the term of this Agreement in any activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee pursuant to this Agreement and the other Trust Documents.

Representations, Warranties and Covenants of Trustee. The Trustee hereby makes the following representations, warranties and covenants on which the other parties hereto, their respective permitted assignees and pledgeespledgers, each Holder of a Certificate (and beneficial owner of any portion of the related Certificate thereof in connection with a Securitized FinancingSecuritization) and each Beneficiary may rely: (i) The Trustee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in each State identified in an Officer's Certificate of the Servicer delivered on the Effective DateState. The Trustee shall promptly take or cause to be taken (at the expense of the Servicer as provided in Section 5.13) all such actions and execute and file or cause to be executed and filed all such instruments and documents, the cost of which shall be a Trust Expense, as may reasonably be required in order for the Trustee to qualify to do business and be in good standing in each other State identified in writing from time to time by a Beneficiary or the Servicer. (ii) The Trustee has full power, authority and right to execute, deliver and, assuming that the filings set forth on an Officer's Certificate of the Servicer delivered on the Effective Date are sufficient to allow the Trustee to act as a trustee with respect to the Trust Assets, perform this Agreement in all material respects and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (iii) This Agreement has been duly executed and delivered by the Trustee, and is a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms. (iv) Neither the execution and delivery of this Agreement or the other Trust Documents to which the Trustee is a party, party nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default (with notice or passage of time or both) under any provision of any judgment, decree or order binding upon on the Trustee or the certificate of incorporation or bylaws of the Trustee or any provision of any material indenture, contract, agreement or other instrument to which the Trustee is a party or by which it is bound. (v) The Trustee has not engaged, is not currently engaged and will not engage during the term of this Agreement in any activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee pursuant to this Agreement and the other Trust Documents.

Representations, Warranties and Covenants of Trustee. The Trustee hereby makes the following representations, warranties and covenants on which the other parties hereto, their respective permitted assignees and pledgees, each Holder (and beneficial owner of any portion of the related Certificate in connection with a Securitized Financing) and each Beneficiary may rely: (ia) The Trustee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in each State identified in an Officer's Certificate of the Servicer Administrative Agent delivered on the Effective Date. The Trustee shall promptly take or cause to be taken all such actions and execute and file or cause to be executed and filed all such instruments and documents, the cost of which shall be a Trust Expense, as may reasonably be required in order for the Trustee to qualify to do business and be in good standing in each other State identified in writing from time to time by a Beneficiary or the ServicerAdministrative Agent. (iib) The Trustee has full power, authority and right to execute, deliver and, assuming that the filings set forth on an Officer's Certificate of the Servicer Administrative Agent delivered on the Effective Date are sufficient to allow the Trustee to act as a trustee with respect to the Trust Assets, perform this Agreement in all material respects respects, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (iiic) This Agreement has been duly executed and delivered by the Trustee, and is a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms. (ivd) Neither the execution and delivery of this Agreement or the other Trust Documents to which the Trustee is a party, the consummation of the transactions herein or therein contemplated, contemplated nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, of or constitute a default (with notice or passage of time or both) under any provision of any judgment, decree or order binding upon the Trustee or the certificate of incorporation or bylaws of the Trustee or any provision of any material mortgage, indenture, contract, agreement or other instrument to which the Trustee is a party or by which it is bound. (ve) The Trustee has not engaged, is not currently engaged and will not engage during the term of this Agreement Agreement, in any activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee pursuant to this Agreement and the other Trust Documents.